Benin report - Institut Africain de la Gouvernance

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CHAPTER FIVE: CORPORATE GOVERNANCE__________________________________________________________________________Launching a campaign to make enterprises aware of their tax obligations,and supporting the anti-corruption campaign launched by the president ofthe republic (government, CCIB, Benin Private Investors Council [CIPB]and professional associations).Ensuring the adoption of clauses to stop all practices of corruption andunfair competition, and that these clauses are included in all procurementor partnership contracts (CCIB, CIPB and professional associations).Taking all necessary measures to ensure enforcement of court judgmentsand decisions relating to misappropriation of public funds and othereconomic malpractices committed by state employees in the centralservices, as well as in public and semipublic enterprises (government).Requiring government service organs and agents to pay penalties for thelate settlement of suppliers‟ bills or delays caused by their corruptpractices (government).Encouraging the development of investigative journalism so that the mediawould be equipped to publish more credible information on cases ofcorruption and economic malpractice (government, media officials, CCIBand professional associations).Providing CENTIF with the necessary human and financial resources forits efficient functioning.Objective 4:Ensure that enterprises treat all their partners in a fairand equitable manneri. Summary of the CSAR685. Legal framework for corporate governance. OHADA. The CSAR recallsthat Benin is a member of OHADA and, as such, no act is necessary in orderthat the Uniform Acts may come into force. However, these Uniform Actsneed to be published before they can become demurrable. Article 9 of thetreaty establishing OHADA stipulates that this publication must be in theOfficial Journal of OHADA and in the official gazette of the member states.However, only its publication in the OHADA Journal can render it enforceableafter 30 days. In this way, the fact that some countries do not have an officialgazette would be of no consequence.686. The Uniform Acts of OHADA published to date stipulate that only previousnational provisions contrary to the Uniform Acts shall be repealed. Thus,OHADA shall not terminate these provisions even after the transitional period.However, it is probable that with time, the Common Court of Justice andArbitration – whose decisions are applicable in the courts of member states –will mitigate the risk of distortion between countries. The latitude given tonational courts to appraise what conforms to, or is at variance with, the232
CHAPTER FIVE: CORPORATE GOVERNANCE__________________________________________________________________________Uniform Acts will likely create the risk of different judgments, thus favouringdisputes.687. Arbitration. The treaty establishing OHADA gives precedence to arbitration.As evidence of the importance of this method of settlement, arbitration wasmade an integral part of the treaty, enshrined in its preamble and in Articles 1and 21-26, and recognised by the act as such. The treaty affirms the autonomyof the arbitration convention and accelerates the settlement of disputes. It alsospecifies the powers of the arbitrator. Likewise, it makes provision for theintervention of the judicial authority in the appointment of arbitrators wherethe need arises, as well as for the supervision of arbitral award.688. Shareholders’ rights. Accountability of managers to shareholders. In caseswhere their rights are violated, shareholders have two avenues of redress:either by arbitration, or through subpoena to appear in court. According to theCSAR, not only do shareholders of public and private enterprises have arelatively good knowledge of avenues of redress, but they can also accessrelevant information from enterprises on request. However, only publicenterprises have mechanisms for recognising the interests of all players:employees, creditors, consumers, suppliers and local communities.Table 5.4: Shareholders’ rights in a companyPercentage of share capital(single or in a group)RightsAt least 5% (1 billion), 3% (2 billion)or 0.5% (> 2 billion)Inserting a draft resolution in the agenda of a generalmeetingAt least 10%Convening a general meetingAt least 34%Minority threshold in decisions of the general meetingAt least 51%Simple majorityAt least 67%Control of meetingSource: The Entrepreneur’s Orientation Handbook, 2003689. There is a desire to provide greater protection to shareholders and associatesby ensuring wider information coverage and defining stricter communicationand advertising rules than before.690. Rights of other stakeholders (local authorities, suppliers and clients).Local authorities. The act regulating the collective procedures for thesettlement of liabilities. This act addresses the problem of poor performance ofbusinesses by providing solutions better tailored to the socioeconomic context.It puts an end to the disparities observed, prevents difficulties encountered by233
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Finally, the APR Panel would like t
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of democracy, tolerance and fair pl
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COUNTRY FACT SHEETLocation:West Afr
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SOME ECONOMIC AND FINANCIAL INDICAT
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Prospects for economic growth in me
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CSARCSRDCREDEPOLIPODFIDGIDDIVIDNMPE
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SONAPRASONEBSPTSTASTAGSTARSYSCOASYS
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EXECUTIVE SUMMARY__________________
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CHAPTER ONE: INTRODUCTION: THE APRM
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CHAPTER TWO: HISTORICAL CONTEXT AND
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CHAPTER THREE: DEMOCRACY AND POLITI
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CHAPTER FOUR: ECONOMIC GOVERNANCE A
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Page 202 and 203: CHAPTER FIVE: CORPORATE GOVERNANCE_
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CHAPTER SIX: SOCIOECONOMIC DEVELOPM
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CHAPTER SEVEN: CROSSCUTTING ISSUES_
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CHAPTER EIGHT: GENERAL CONCLUSIONS:
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CHAPTER EIGHT: GENERAL CONCLUSIONS:
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APPENDIX I: PROGRAMME OF ACTION OF
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APPENDIX II: BENINESE GOVERNMENT CO
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APPENDIX III: REPORT ON THE PEER RE
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Benin report - Institut Africain de la Gouvernance

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